TRYON V. SMITH
229 P.2d 251 (1951)
NATURE OF THE CASE: This was an action by minority shareholders against a former
president and director for the sale of his 70% stock holdings.
FACTS: Transamerica made an offer to Smith (D) to purchase from D all of his outstanding
capital stock in the bank that he was president and director of. Book value of the stock was
$200 per share. Actual sales of stock were made at $160 and $170 per share when this
conversation took place. Transamerica then proceeded to deal with the minority stockholders
and offered them $220 per share and telling at least some of them that if D were to get a
higher price they would too. No minority shareholders asked D what he was going to get for
his stock. There was in fact for the most part no communication between D and the minority
shareholders. They acted freely and of their own volition. When the minority sales were
finished, D then tendered his shares at $460 per share. Ps of course sued D. The trial court
ruled for D and P appealed.
ISSUE:
RULE OF LAW:
HOLDING AND DECISION:
LEGAL ANALYSIS:
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